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Exhibit 10.29
MOTHERS WORK, INC.
FORM OF NON-QUALIFIED STOCK
OPTION AGREEMENT
UNDER THE 2005 EQUITY INCENTIVE
PLAN
Mothers Work, Inc., a Delaware
corporation (the “ Company ”), hereby grants to
[insert name of Optionee] (the “ Optionee ”) an
option to purchase a total of [insert number of shares] shares of
Common Stock (the “ Shares ”) of the Company, at
the price and on the terms set forth herein, and in all respects
subject to the terms and provisions of the Company’s 2005
Equity Incentive Plan, as amended from time to time (the “
Plan ”), which terms and provisions are incorporated
by reference herein. Unless the context herein otherwise
requires, the terms defined in the Plan shall have the same
meanings herein.
1.
Nature of the Option . This Option is
intended to be a non-statutory stock option and is not
intended to be an Incentive Stock Option within the meaning of
Section 422 of the Code, or to otherwise qualify for any special
tax benefits to the Optionee.
2.
Date of Grant; Term of Option . This Option was granted on
[insert grant date] (the “ Grant Date ”), and it
may not be exercised later than [insert date that is 10 years after
grant date], subject to earlier termination as provided in the
Plan.
3.
Option Exercise Price . The Option exercise
price is $[insert exercise price] per Share.
4.
Exercise of Option .
(a)
Right to Exercise . Subject to Section 7 of the Plan
(and provided, in each case, that the Optionee remains in
continuous service with the Company or an Affiliate of the Company
through the applicable vesting date), the Option will become
exercisable during its term only in accordance with the terms and
provisions of the Plan and this Agreement, as follows:
[insert vesting
provision]
(b)
Method of Exercise . This Option shall be
exercisable by written notice which shall state the election to
exercise this Option, the number of Shares in respect to which the
Option is being exercised and such other representations of
agreements as to the Optionee’s investment intent with
respect to such Shares as may be required by the Company hereunder
or pursuant to the provision of the Plan. Such written notice
shall be signed by the Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company or such other
person as may be designated by the Company. The written
notice shall be accompanied by payment of the purchase price and
the amount of any tax withholding arising in connection with the
exercise of the Option. Payment of the purchase price shall
be by check or such consideration and method of payment authorized
by the Board or the Committee pursuant to the Plan. The
certificate or certificates for the Shares as to which the Option
shall be exercised shall
be registered in
the name of the Optionee and shall be legended as required under
the Plan and/or applicable law.
(c)
Restrictions on Exercise . This Option may not be
exercised if the issuance of the Shares upon such exercise would
constitute a violation of any applicable federal or state
securities laws or other laws or re
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